Acquiror Stock. As of the date of this Agreement, the authorized capital stock of Acquiror consists of 130,000,000 shares of capital stock, of which 125,000,000 shares are designated as Acquiror Common Stock, and 5,000,000 shares of preferred stock (the “Acquiror Preferred Stock” and together with the Acquiror Common Stock, the “Acquiror Stock”). As of the Effective Date, the authorized capital stock of Acquiror will consist of 165,000,000 shares of capital stock, of which 160,000,000 shares are designated as Acquiror Common Stock, and 5,000,000 shares of Acquiror Preferred Stock. As of August 7, 2007, (a) 70,444,085 shares of Acquiror Common Stock were issued and outstanding, (b) no shares of Acquiror Preferred Stock were issued and outstanding, (c) 6,631,702 shares of Acquiror Common Stock were reserved for issuance upon the exercise of options issued or issuable under Acquiror’s 2003 Flexible Stock Plan, 1999 Flexible Stock Plan, 1996 Non-Qualified Stock Option Plan and 1999 Employee Stock Purchase Plan, eXI Wireless, Inc. 2000 Share Option Plan, as amended, Digital Axxxx.xxx Inc. Stock Option Plan and 225,000 shares of Acquiror Common Stock reserved for issuance of stock options granted outside of the Acquiror Stock Plans (the “Acquiror Stock Options”), (d) 4,229,154 shares of Acquiror Common Stock were reserved for issuance under outstanding warrants to purchase Acquiror Common Stock, excluding shares that may be issued due to anti-dilution provisions (the “Acquiror Warrants”), and (e) 100,296 shares of Acquiror Common Stock were held in treasury. The outstanding shares of Acquiror Common Stock have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and subject to no preemptive or anti-dilution rights (and were not issued in violation of any subscriptive or preemptive rights). As of the date hereof, other than the Acquiror Stock Options, the Acquiror Warrants and 426,781 shares to be issued pursuant to the terms of certain settlement and employment agreements, there are no shares of Acquiror Common Stock authorized and reserved for issuance, Acquiror does not have any Rights issued or outstanding with respect to Acquiror Stock, and Acquiror does not have any commitment to authorize, issue or sell any Acquiror Stock or Rights as a result of this Agreement or otherwise, except pursuant to this Agreement. Section 4.3(e) of the Acquiror Disclosure Schedule sets forth a list of the holders of outstanding Acquiror Stock Options, Acqu...
Acquiror Stock. (1) As of the date hereof, the authorized capital stock of the Acquiror consists solely of 350,000,000 shares of Acquiror Common Stock, of which 111,883,481 shares were outstanding as of November 30, 1998, and 40,000,000 shares of Acquiror Preferred Stock, of which no shares are outstanding as of the date hereof. As of the date hereof, other than the Acquiror Rights and except as Previously Disclosed, there are no shares of Acquiror Stock authorized and reserved for issuance, the Acquiror does not have any Rights issued or outstanding with respect to Acquiror Stock, and the Acquiror does not have any commitment to authorize, issue or sell any Acquiror Stock or Rights, except pursuant to this Agreement. The number of shares of Acquiror Common Stock which are issuable and reserved for issuance upon exercise of any employee or director stock options to purchase shares of Acquiror Common Stock, and the number and terms of any Rights, as of November 30, 1998, are Previously Disclosed in the Acquiror's Disclosure Schedule.
(2) The shares of Acquiror Common Stock to be issued as Consideration, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof.
Acquiror Stock. Acquiror Stock" shall have the meaning specified in Section 3.1(a) of the Agreement.
Acquiror Stock. The Acquiror Stock to be issued in connection with the Equity Purchase has been duly authorized and, when issued as contemplated hereby at the Closing, will be validly issued, fully paid and non-assessable, and not subject to any preemptive rights or other rights or interests of third parties.
Acquiror Stock. (1) As of the date hereof, the authorized capital of the Acquiror consists solely of an unlimited number of shares of Acquiror Common Stock which may be issued for a maximum aggregate consideration of C$10,000,000,000, an unlimited number of shares of Acquiror First Preferred Stock which may be issued for a maximum aggregate consideration of C$5,000,000,000 and an unlimited number of shares of Acquiror Second Preferred Stock which may be issued for a maximum aggregate consideration of C$5,000,000,000. As of October 31, 2000 not more than 602,398,000 shares of Acquiror Common Stock, not more than 65,500,000 shares of Acquiror First Preferred Stock and no shares of Acquiror Second Preferred Stock were issued and outstanding. Except as Previously Disclosed, there are no shares of Acquiror Stock reserved for issuance, the Acquiror does not have any Rights issued or outstanding with respect to Acquiror Stock, and the Acquiror does not have any commitment to authorize, issue or sell any Acquiror Stock or Rights, except pursuant to this Agreement. The number of shares of Acquiror Common Stock which are issuable and reserved for issuance upon exercise of any employee or director stock options to purchase shares of Acquiror Common Stock, and the number and terms of any Rights, as of October 31, 2000, are Previously Disclosed in the Acquiror's Disclosure Schedule.
(2) The shares of Acquiror Common Stock to be issued as Consideration, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof.
Acquiror Stock. The Acquiror Stock which will be delivered under Section 1.7, when issued on the Closing Date in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable. Acquiror Common Stock issuable upon the conversion of the Acquiror Series D Stock ("Conversion Stock") has been reserved for issuance. When issued in compliance with the provisions of this Agreement, the Certificate of Incorporation, as amended and the Delaware General Corporation Law the Conversion Stock will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances; provided, however, that the Acquiror Stock and the Conversion Stock may be subject to restrictions on transfer under state and/or federal securities laws, lock-up agreements or as otherwise required by such laws at the time a transfer is proposed.
Acquiror Stock. As of the date hereof, the authorized capital stock of Acquiror consists solely of 10,000,000 shares of Acquiror Common Stock, of which 8,780,369 shares were outstanding as of March 31, 2005. All of the issued and outstanding shares of Acquiror Common Stock are duly and validly issued and outstanding and are fully paid and non-assessable and free of preemptive rights. The shares of Acquiror Common Stock that are to be issued to the shareholders of Bank pursuant to the Merger have been duly authorized and, when so issued in accordance with the terms hereof, shall be validly issued and outstanding, fully paid and non-assessable, with no personal liability attaching to the ownership thereof.
Acquiror Stock. (1) As of the date hereof, the authorized capital stock of the Acquiror consists solely of 1,400,000,000 shares of Acquiror Common Stock, of which not more than 450,000,000 shares were outstanding as of the date hereof, and 25,000,000 shares of Acquiror Preferred Stock, of which no shares are outstanding. As of the date hereof, other than the Acquiror Rights and except as Previously Disclosed, there are no shares of Acquiror Stock authorized and reserved for issuance, the Acquiror does not have any Rights issued or outstanding with respect to Acquiror Stock, and the Acquiror does not have any commitment to authorize, issue or sell any Acquiror Stock or Rights, except pursuant to this Agreement.
(2) The shares of Acquiror Common Stock to be issued as Merger Consideration, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and not in violation of any preemptive rights.
Acquiror Stock. The authorized capital stock of Acquiror consists of 510,000,000 shares of capital stock, of which 500,000,000 shares are designated as Acquiror Common Stock, and 10,000,000 shares of preferred stock, $0.0001 par value per share (the “Acquiror Preferred Stock” and together with the Acquiror Common Stock, the “Acquiror Stock”). As of December 29, 2010, (a) 20,955,199 shares of Acquiror Common Stock were issued and outstanding, (b) no shares of Acquiror Preferred Stock were issued and outstanding, (c) no shares of Acquiror Common Stock were reserved for issuance upon the exercise of options, (d) no warrants to purchase shares of Acquiror Common Stock are outstanding, and (e) no shares of Acquiror Common Stock were held in treasury. The outstanding shares of Acquiror Common Stock have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and subject to no preemptive or anti-dilution rights (and were not issued in violation of any subscriptive or preemptive rights). As of the date hereof, there are no shares of Acquiror Common Stock authorized and reserved for issuance, Acquiror does not have any Rights issued or outstanding with respect to Acquiror Stock, and Acquiror does not have any commitment to authorize, issue or sell any Acquiror Stock or Rights as a result of this Agreement or otherwise, except pursuant to this Agreement. Except as set forth in Section 4.3(e) of the Acquiror Disclosure Schedule, no options, warrants or other rights to purchase from Acquiror or any Subsidiary, agreements or other obligations of Acquiror or any Subsidiary to issue or other rights to convert any obligation into, or exchange any securities for, shares of capital stock of or ownership interests in Acquiror or any Subsidiary are outstanding; and, there is no agreement, understanding or arrangement among Acquiror or any Subsidiary and each of their respective stockholders or members or any other Person relating to the ownership or disposition of any capital stock of Acquiror or any Subsidiary or the election of directors of Acquiror or any Subsidiary or the governance of Acquiror’s or any Subsidiary’s affairs, and such agreements, understandings and arrangements, if any, will not be breached or violated as a result of the execution and delivery of, or the consummation of the transactions contemplated by this Agreement.
Acquiror Stock. The Newly Issued Shares of Acquiror Common Stock, Preferred Holders Common Stock, Series C Preferred Stock, Series B Preferred Stock, Series A Preferred Stock, and other Acquiror stock issued pursuant to this Section 1.4 shall hereinafter be collectively referred to as the "Acquiror Stock."
